Groupama // 2021 Universal Registration Document

8 ADDITIONAL INFORMATION Company information

loss of the capacity as Director of a regional mutual or a decision ❯ of the regional mutual to terminate their mandate in the case of members appointed by member metropolitan regional mutuals; the member reaches the age limit; the termination of the term of ❯ office shall take effect following the General Meeting of the national mutual held in the year of his/her 65 th birthday. Responsibilities and powers of the 8.1.2.24 Mutual Insurance Advisory Board (Article 24) The Mutual Insurance Advisory Board’s responsibilities are to: nominate candidates for the office of Chairman of the Board of ❯ Directors of the national mutual; define the general guidelines of the mutual insurance group and ❯ to oversee their implementation; define Groupama’s positions at the national and European level ❯ as an agricultural professional organisation involved in the life of the territories; develop mutual insurance principles within the member mutuals, ❯ following an innovative and open approach to the social and economic environment in which Groupama operates; lead actions to promote the Groupama mutual more widely as a ❯ professional organisation and a responsible player in the global economy; design, carry out or have carried out, together with the member ❯ mutuals, the training of elected representatives, particularly to meet the requirements of the supervisory authority resulting from the provisions of the French Insurance Code. The Mutual Insurance Advisory Board carries out its missions in the form of opinions, recommendations, and proposals for actions. Their implementation is decided by the competent administrative and management bodies of the national mutual. In particular, it may propose that the national mutual join or provide financial support to all professional organisations, consortiums or companies of agricultural interest operating in the territories where the member mutuals operate and establish and develop permanent relationships with the professional organisations of different categories of members at the national, European and international level. For its work, it relies on the resources made available to it by the Executive Management. Organisation and operation of the 8.1.2.25 Mutual Insurance Advisory Board (Article 25) Chairman of the Mutual Insurance Advisory Board (a) The Chairman of the Board of Directors serves as ex-officio Chairman of the Mutual Insurance Advisory Board. The Chairman of the Board of Directors of the national mutual handles is responsible for its ongoing political representation with professional organisations representing the different categories of members, public authorities and administrations, as well as with member mutuals.

The Chairman delegates powers of ongoing political representation to the Deputy Chairman and to the Vice-Chairmen in one or more specific areas. The Chairman may also delegate part of these powers to any member of the Mutual Insurance Advisory Board. The Chairman convenes the Mutual Insurance Advisory Board and directs its work. If unable to attend, the Chairman is replaced by the Deputy Chairman or one of the Vice-Chairmen. Executive Board of the Mutual Insurance Advisory (b) Board The Executive Board of the Mutual Insurance Advisory Board is composed of the Chairman of the Board of Directors of the metropolitan regional mutuals and a Deputy Chairman or a Vice-Chairman of each of these mutuals appointed as a member of the Mutual Insurance Advisory Board as mentioned in Article 22 of these bylaws. Each metropolitan regional mutual appoints the Deputy Chairman or the Vice-Chairman serving as a member of the Mutual Insurance Advisory Board to sit on the Executive Board. The Deputy Chairman of the Mutual Insurance Advisory Board is elected by the Board on the Chairman’s proposal from among the Chairmen of metropolitan regional mutuals for a term of three years, expiring following the annual Ordinary General Meeting held in the year of the expiry of the term of office. The other members of the Executive Board of Chairmen of metropolitan regional mutuals are Vice-Chairmen of the Mutual Insurance Advisory Board. The Executive Board prepares and monitors the work of the Mutual Insurance Advisory Board, particularly its relations with agricultural professional organisations and other players in the life of the territories. It meets as often as necessary for the initiative and whenever convened by the Chairman or, failing that, by the Deputy Chairman or a Vice-Chairman. No one can be represented within the Executive Board or vote by proxy. resolutions are adopted by a majority vote of the sitting members. The Chairmen’s Committee, composed of the Chairman, the Deputy Chairman, and the seven Vice-Chairmen, regularly monitors the activity of the Mutual Insurance Advisory Board and prepares the work of the Executive Board. Operation of the Mutual Insurance Advisory Board (c) The Mutual Insurance Advisory Board meets at least four times a year whenever convened by the Chairman or, if the Chairman is unavailable, by the Deputy Chairman or a Vice-Chairman. Each member has one vote, with the exception of associate members, who serve only in an advisory capacity. No one can be represented within the Board or vote by proxy. Resolutions are adopted by a majority vote of the sitting members. An attendance sheet is established for each meeting of the Mutual Insurance Advisory Board. The deliberations are recorded in minutes kept in a register and signed by the Chairman and the secretary of the meeting.

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Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES